Allogene Therapeutics, Inc. 10-Q

Item 1. Financial Statements ALLOGENE THERAPEUTICS, INC. Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and per share amounts) September 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 37,815 $ 75,218 Short-term investments 214,379 217,258 Prepaid expenses and other current assets 8,525 10,910 Total current assets 260,719 303,386 Long-term investments 24,944 80,673 Operating lease right-of-use asset 40,935 45,205 Property and equipment, net 75,896 86,056 Deposit placed in escrow 23,472 20,773 Restricted cash 10,292 10,292 Other long-term assets 3,513 2,325 Total assets $ 439,771 $ 548,710 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 3,699 $ 5,394 Accrued and other current liabilities 28,134 30,129 Total current liabilities 31,833 35,523 Lease liability, noncurrent 77,134 83,247 Other long-term liabilities 15,475 7,761 Total liabilities 124,442 126,531 Commitments and Contingencies (Notes 6 and 7) Stockholders’ equity: Preferred stock, $ 0.001 par value: 10,000,000 shares authorized as of September 30, 2025 and December 31, 2024; no shares were issued and outstanding as of September 30, 2025 and December 31, 2024 — — Common stock, $ 0.001 par value: 400,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 223,163,672 and 212,210,597 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 223 212 Additional paid-in capital 2,286,770 2,241,879 Accumulated deficit ( 1,971,899 ) ( 1,819,823 ) Accumulated other comprehensive loss 235 ( 89 ) Total stockholders’ equity 315,329 422,179 Total liabilities and stockholders’ equity $ 439,771 $ 548,710 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Table of Contents ALLOGENE THERAPEUTICS, INC. Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except share and per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Collaboration revenue - related party $ — $ — $ — $ 22 Operating expenses: Research and development 31,164 44,713 121,520 147,327 General and administrative 13,737 16,333 43,009 49,687 Impairment of long-lived assets — 10,728 2,382 15,717 Total operating expenses 44,901 71,774 166,911 212,731 Loss from operations ( 44,901 ) ( 71,774 ) ( 166,911 ) ( 212,709 ) Other income (expense), net: Interest and other income, net 3,926 6,705 15,629 17,126 Interest expense ( 344 ) ( 100 ) ( 762 ) ( 100 ) Other income (expenses), net ( 81 ) ( 1,124 ) ( 32 ) ( 1,968 ) Total other income (expense), net 3,501 5,481 14,835 15,058 Net loss ( 41,400 ) ( 66,293 ) ( 152,076 ) ( 197,651 ) Other comprehensive loss: Net unrealized gain (loss) on available-for-sale investments 280 937 324 1,112 Net comprehensive loss $ ( 41,120 ) $ ( 65,356 ) $ ( 151,752 ) $ ( 196,539 ) Net loss per share, basic and diluted $ ( 0.19 ) $ ( 0.32 ) $ ( 0.70 ) $ ( 1.04 ) Weighted-average number of shares used in computing net loss per share, basic and diluted 222,038,680 209,188,551 218,800,085 189,519,897 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents ALLOGENE THERAPEUTICS, INC. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands, except share amounts) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Shares Amount Balance - December 31, 2024 212,210,597 $ 212 $ 2,241,879 $ ( 1,819,823 ) $ ( 89 ) $ 422,179 Issuance of common stock upon exercise of stock options and vesting of RSU's 2,158,522 2 ( 2 ) — — — Issuance of common stock from ATM offering, net of commissions and offering costs of $ 0.2 million 3,842,282 4 9,998 — — 10,002 Stock-based compensation — — 12,175 — — 12,175 Employee stock purchase plan 386,861 1 637 — — 638 Net loss — — — ( 59,733 ) — ( 59,733 ) Net unrealized gain on available-for-sale investments — — — — 132 132 Balance - March 31, 2025 218,598,262 219 2,264,687 ( 1,879,556 ) 43 385,393 Issuance of common stock upon exercise of stock options and vesting of RSUs 398,743 — — — — — Issuance of common stock from ATM offering 1,136,871 1 1,513 — — 1,514 Stock-based compensation — — 8,685 — — 8,685 Net loss — — — ( 50,943 ) — ( 50,943 ) Net unrealized loss on available-for-sale investments — — — — ( 88 ) ( 88 ) Balance - June 30, 2025 220,133,876 220 2,274,885 ( 1,930,499 ) ( 45 ) 344,561 Issuance of common stock upon exercise of stock options and vesting of RSU's 269,915 — — — — — Issuance of common stock from ATM offering 2,497,894 3 2,976 — — 2,979 Stock-based compensation — — 8,652 — — 8,652 Employee stock purchase plan 261,987 — 257 — — 257 Net loss — — — ( 41,400 ) — ( 41,400 ) Net unrealized gain on available-for-sale investments — — — — 280 280 Balance - September 30, 2025 223,163,672 $ 223 $ 2,286,770 $ ( 1,971,899 ) $ 235 $ 315,329 3 Table of Contents Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Shares Amount Balance - December 31, 2023 168,642,238 $ 169 $ 2,075,252 $ ( 1,562,233 ) $ ( 955 ) $ 512,233 Issuance of common stock upon exercise of stock options and vesting of RSUs 1,551,729 1 793 — — 794 Vesting of early exercised common stock — — 532 — — 532 Stock-based compensation — — 11,924 — — 11,924 Employee stock purchase plan 259,000 — 856 — — 856 Net loss — — — ( 65,000 ) — ( 65,000 ) Net unrealized gain on available-for-sale investments — — — — 28 28 Balance - March 31, 2024 170,452,967 170 2,089,357 ( 1,627,233 ) ( 927 ) 461,367 Issuance of common stock upon exercise of stock options and vesting of RSUs 415,483 1 18 — — 19 Stock-based compensation — — 13,559 — — 13,559 Issuance of common stock from ATM offering 250,000 — 1,021 — — 1,021 Issuance of common stock from registered offering, net of commissions and offering costs of $ 4.7 million 37,931,035 38 105,245 — — 105,283 Net loss — — — ( 66,358 ) — ( 66,358 ) Net unrealized gain on available-for-sale investments — — — — 147 147 Balance - June 30, 2024 209,049,485 209 2,209,200 ( 1,693,591 ) ( 780 ) 515,038 Issuance of common stock upon exercise of stock options and vesting of RSU's 181,142 — — — — — Stock-based compensation 13,387 — — 13,387 Employee stock purchase plan 269,510 1 678 — — 679 Net loss — — — ( 66,293 ) — ( 66,293 ) Net unrealized gain on available-for-sale investments — — — — 937 937 Balance - September 30, 2024 209,500,137 $ 210 $ 2,223,265 $ ( 1,759,884 ) $ 157 $ 463,748 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents ALLOGENE THERAPEUTICS, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net loss $ ( 152,076 ) $ ( 197,651 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 29,512 38,870 Depreciation and amortization 9,302 10,406 Net amortization/accretion on investment securities ( 3,400 ) ( 6,697 ) Impairment of long-lived assets 2,382 15,717 Non-cash rent expense 3,308 4,148 Non-cash collaboration revenue - related party — ( 14 ) Share of loss from equity method investments — 1,688 Changes in operating assets and liabilities: Deposit placed in escrow ( 2,699 ) ( 22,320 ) Prepaid expenses and other current assets 2,252 ( 2,294 ) Other long-term assets ( 1,188 ) 3,591 Accounts payable ( 1,830 ) ( 537 ) Accrued and other current liabilities ( 2,402 ) ( 4,142 ) Operating lease liabilities ( 5,614 ) ( 4,531 ) Other long-term liabilities 806 164 Net cash used in operating activities ( 121,647 ) ( 163,602 ) Cash flows from investing activities: Purchases of property and equipment ( 386 ) ( 437 ) Proceeds from sales of investments — 5,398 Proceeds from maturities of investments 172,212 330,294 Purchase of investments ( 109,880 ) ( 314,501 ) Net cash provided by investing activities 61,946 20,754 Cash flows from financing activities: Proceeds from issuance of common stock from ATM offering, net of commissions and issuance costs 14,495 1,021 Proceeds from issuance of common stock from registered offering, net of commissions and issuance costs — 105,283 Proceeds from CIRM award (Note 5) 6,908 2,280 Proceeds from issuance of common stock upon exercise of stock options — 813 Proceeds from issuance of common stock under the employee stock purchase plan 895 1,535 Net cash provided by financing activities 22,298 110,932 Net change in cash and cash equivalents and restricted cash ( 37,403 ) ( 31,916 ) Cash and cash equivalents and restricted cash — beginning of period 85,510 93,447 Cash and cash equivalents and restricted cash — end of period $ 48,107 $ 61,531 Non-cash operating activities: Right-of-use asset obtained in exchange for lease liability $ — $ 2,409 Property and equipment purchases in accounts payable and accrued liabilities $ 107 $ — Non-cash deferred revenue and other long-term liabilities $ 3,079 $ 3,079 Supplemental disclosure: Cash paid for amounts included in the measurement of lease liabilities $ ( 9,685 ) $ ( 9,308 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents ALLOGENE THERAPEUTICS, INC. Notes to Condensed Consolidated Financial Statements 1. Description of Business Allogene Therapeutics, Inc. (the Company or Allogene) was incorporated on November 30, 2017 in the State of Delaware and is headquartered in South San Francisco, California. Allogene is a clinical stage immuno-oncology company pioneering the development of genetically engineered allogeneic T cell product candidates for the treatment of cancer and autoimmune diseases. The Company is developing a pipeline of “off-the-shelf” T cell product candidates that are designed to target and kill cancer cells in patients or eliminate pathogenic autoreactive cells in patients with autoimmune disorders. The Company’s engineered T cells are allogeneic, meaning they are derived from healthy donors for intended use in any patient, rather than from an individual patient for that patient’s use, as in the case of autologous T cells. The Company believes this key difference will enable it to deliver readily available treatments faster, more reliably, at greater scale, and to more patients. Public Offerings In November 2019, the Company entered into a sales agreement with TD Securities (U.S.A.) LLC (f/k/a Cowen and Company, LLC) (TD Cowen), as amended on November 2, 2022 and November 2, 2023, under which the Company may from time to time issue and sell shares of its common stock through TD Cowen in at-the-market (ATM) offerings. The aggregate compensation payable to TD Cowen as the Company’s sales agent equals up to 3.0 % of the gross sales price of the shares sold through TD Cowen pursuant to the sales agreement. The specified dollar limit on the amount of common stock that may be sold under the sales agreement was removed pursuant to the November 2, 2023 amendment to the sales agreement. During the three and nine months ended September 30, 2025, the Company sold an aggregate of 2,497,894 and 7,477,047 shares, respectively, of common stock in ATM offerings resulting in net proceeds of $ 14.5 million. Registered Offering On May 13, 2024, the Company entered into (i) an underwriting agreement (Underwriting Agreement) with Goldman Sachs & Co. LLC (Underwriter) and (ii) a Securities Purchase Agreement (Securities Purchase Agreement) with certain members of the Company’s Board of Directors and executive officers or their respective affiliates (Purchasers), pursuant to which the Company sold and issued to the Underwriter and the Purchasers an aggregate of 37,931,035 shares of common stock of the Company at a purchase price of $ 2.90 per share, in a registered offering transaction (Registered Offering) for aggregate gross proceeds of $ 110.0 million, before deducting the underwriting discount and commissions and offering expenses paid by the Company. The Registered Offering closed on May 16, 2024. The aggregate fee paid by the Company to the Underwriter was $ 4.7 million, plus the reimbursement of certain expenses. The Purchasers purchased an aggregate of 1,034,484 shares of common stock of the Company in the Registered Offering. Need for Additional Capital The Company has sustained operating losses and expects to continue to generate operating losses for the foreseeable future. The Company’s ultimate success depends on the outcome of its research and development activities as well as the ability to commercialize the Company’s product candidates. The Company had cash, cash equivalents and investments of $ 277.1 million as of September 30, 2025. Since inception through September 30, 2025, the Company has incurred cumulative net losses of $ 1,971.9 million. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates. The Company expects that its cash, cash equivalents and investments will be sufficient to fund its operations for at least the next 12 months from the date the accompanying unaudited condensed consolidated financial statements are filed with the Securities and Exchange Commission (SEC). 6 Table of Contents 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the Company’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of operations and cash flows for the periods presented have been included. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Allogene Therapeutics, B.V. The subsidiary was dissolved on January 3, 2024. The condensed consolidated balance sheet as of September 30, 2025, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024, the condensed consolidated statements of stockholders’ equity as of September 30, 2025 and 2024, the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024, and the financial data and other financial information disclosed in the notes to the condensed consolidated financial statements are unaudited. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other future annual or interim period. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2025. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include but are not limited to the fair value of common stock, the fair value of stock options, the fair value of investments, income tax uncertainties, the CIRM (as defined below) award liability, and certain accruals. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances change. Actual results could differ from those estimates. Significant Accounting Policies There have been no significant changes to the accounting policies during the three and nine months ended September 30, 2025, as compared to the significant accounting policies described in Note 1 of the “Notes to Financial Statements” in the Company’s audited financial statements included in its Annual Report. Recently Adopted Accounting Pronouncements There have been no new accounting pronouncements issued or effective that are expected to have a material impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740), Improvement to income tax disclosures, which enhances the disclosures required for income taxes in the Company’s annual financial statements. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not plan to adopt this standard early. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires new disclosures to disaggregate prescribed natural expenses underlying any income statement caption. ASU 2024-03 is effective for annual periods in fiscal years beginning after December 15, 2026, and interim periods thereafter. Early adoption is permitted. ASU 2024-03 applies on a prospective basis for periods beginning after the effective date. However, retrospective application to any or all prior periods presented is permitted. The Company is currently assessing the impact ASU 2024-03 will have on the consolidated financial statements and disclosures. 7 Table of Contents In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs. ASU 2025-06 removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1) Management has authorized and committed to funding the software project and 2) It is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual period. The Company is currently in the process of evaluating the impact of this pronouncement on the consolidated financial statements and disclosures. 3. Fair Value Measurements The Company measures and reports its cash equivalents, restricted cash, and investments at fair value. Money market funds are measured at fair value on a recurring basis using quoted prices and are classified as Level 1. Investments are measured at fair value based on inputs other than quoted prices that are derived from observable market data and are classified as Level 2 inputs, except for investments in U.S. treasury securities which are classified as Level 1. There were no Level 3 assets or liabilities as of September 30, 2025 and as of December 31, 2024. Financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of September 30, 2025 and as of December 31, 2024 are presented in the following tables: September 30, 2025 Level 1 Level 2 Level 3 Fair Value (In thousands) Financial Assets: Money market funds (1) $ 31,597 $ — $ — $ 31,597 Commercial paper — 32,479 — 32,479 Corporate bonds — 69,927 — 69,927 U.S. treasury securities 93,546 — — 93,546 U.S. agency securities — 43,371 — 43,371 Total financial assets $ 125,143 $ 145,777 $ — $ 270,920 December 31, 2024 Level 1 Level 2 Level 3 Fair Value (In thousands) Financial Assets: Money market funds (1) $ 65,780 $ — $ — $ 65,780 Commercial paper — 66,255 — 66,255 Corporate bonds — 82,725 — 82,725 U.S. treasury securities 85,728 — — 85,728 U.S. agency securities — 58,514 — 58,514 Asset-backed securities — 9,700 — 9,700 Total financial assets $ 151,508 $ 217,194 $ — $ 368,702 (1) Included within cash and cash equivalents on the Company’s condensed consolidated balance sheets . 4. Financial Instruments The fair value and amortized cost of cash equivalents and available-for-sale securities by major security type as of September 30, 2025 and as of December 31, 2024 are presented in the following tables: 8 Table of Contents September 30, 2025 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (In thousands) Money market funds $ 31,597 $ — $ — $ 31,597 Commercial paper 32,472 10 ( 3 ) 32,479 Corporate bonds 69,870 63 ( 6 ) 69,927 U.S. treasury securities 93,408 144 ( 6 ) 93,546 U.S. agency securities 43,338 33 — 43,371 Total cash equivalents and investments $ 270,685 $ 250 $ ( 15 ) $ 270,920 Classified as: Cash equivalents $ 31,597 Short-term investments 214,379 Long-term investments 24,944 Total cash equivalents and investments $ 270,920 December 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (In thousands) Money market funds $ 65,780 $ — $ — $ 65,780 Commercial paper 66,269 19 ( 34 ) 66,254 Corporate bonds 82,716 53 ( 45 ) 82,724 U.S. treasury securities 85,765 54 ( 91 ) 85,728 U.S. agency securities 58,566 20 ( 70 ) 58,516 Asset-backed securities 9,695 5 — 9,700 Total cash equivalents and investments $ 368,791 $ 151 $ ( 240 ) $ 368,702 Classified as: Cash equivalents $ 70,771 Short-term investments 217,258 Long-term investments 80,673 Total cash equivalents and investments $ 368,702 As of September 30, 2025, the remaining contractual maturities of available-for-sale securities were less than 3 years. There were no significant realized losses on available-for-sale securities for the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025, unrealized losses on available-for-sale securities are not attributed to credit risk. The Company believes that it is more likely than not that investments in an unrealized loss position will be held until maturity and all interest and principal will be received. The Company believes that an allowance for credit losses is unnecessary because the unrealized losses on certain of the Company’s available-for-sale securities are due to market factors. As of September 30, 2025 and December 31, 2024, securities with a fair value of $ 2.5 million and zero , respectively, were in a continuous net unrealized loss position for more than 12 months. To date, the Company has not recorded any impairment charges on available-for-sale securities. The Company has made an accounting policy election not to recognize an allowance for credit losses for accrued interest receivable on available-for-sale securities. As of September 30, 2025 and December 31, 2024, the Company recognized $ 2.1 million and $ 1.9 million, respectively, of accrued interest receivable from available-for-sale securities within prepaid expenses and other current assets on the condensed consolidated balance sheets. 9 Table of Contents 5. Balance Sheet Components Property and Equipment, Net Property and Equipment consist of the following: September 30, 2025 December 31, 2024 (In thousands) Leasehold improvements $ 107,537 $ 108,127 Laboratory equipment 28,786 31,595 Computer equipment and purchased software 4,873 4,658 Furniture and fixtures 4,214 4,214 Total 145,410 148,594 Less: accumulated depreciation ( 69,514 ) ( 62,538 ) Total property and equipment, net $ 75,896 $ 86,056 In June 2024, the Company made a decision to sublease one of its leased buildings in South San Francisco. The Company vacated and ceased occupancy of this building in June 2024 and the Company actively marketed the leased building for sublease. The Company determined that the change in how this building is being used was an indicator of impairment. The Company identified this to be sublet property as a separate asset group. The Company concluded that the carrying value of this to be sublet property asset group was not recoverable and the estimated fair value of this asset group was below its carrying value. The decrease in the fair value of this asset group was mainly due to the lower estimated sublease income based on current commercial rental market conditions compared to the lease payments in accordance with the initial operating lease agreement. The Company performed discounted cash flow analysis to estimate fair value of its right-of-use asset and leasehold improvements. The key inputs to this valuation were expected sublease rental income of $ 4.0 million through March 2032 and the risk-adjusted annual discount rate of 9.00 %. Based on this analysis, the Company concluded the fair value of the right-of-use asset and leasehold improvements of $ 2.5 million was lower than its net book value of $ 7.5 million. The Company recognized a pre-tax long-lived asset impairment charge of $ 5.0 million on the right-of-use asset and leasehold improvements in June 30, 2024. In September 2024, the Company identified an additional indicator that the carrying value of this to-be-sublet property asset group was not recoverable. The expected sublease rental income of $ 4.0 million as of June 30, 2024 had decreased to $ 1.9 million as of September 30, 2024. In addition, the risk-adjusted annual discount rate of 9.0 % as of June 30, 2024 had increased to 9.50 % as of September 30, 2024. The Company updated its discounted cash flow analysis to estimate fair value of its right-of-use asset and leasehold improvements. Based on this analysis, the Company concluded the fair value of the right-of-use asset and leasehold improvements of $ 1.2 million was lower than its net book value of $ 2.4 million. The Company recognized an additional long-lived asset impairment charge of $ 1.2 million on the right-of-use asset and leasehold improvements for the three months ended September 30, 2024 and recognized aggregate long-lived asset impairment charges of $ 6.2 million on the right-of-use asset and leasehold improvements for the year ended December 31, 2024. In June 2025, the Company identified an additional indicator that the carrying value of this to-be-sublet property asset group was not recoverable. The expected sublease rental income of $ 1.9 million as of December 31, 2024 had decreased to $ 0.7 million as of June 30, 2025 based on the sublease agreement executed in July 2025. The risk-adjusted annual discount was 9.25 % as of June 30, 2025. The Company updated its discounted cash flow analysis to estimate fair value of its right-of-use asset and leasehold improvements. Based on this analysis, the resulting fair value was immaterial resulting in the write off of the $ 0.9 million right-of-use asset and $ 0.1 million leasehold improvements as long-lived asset impairment charges for the nine months ended September 30, 2025. Previously, in December 2023, the Company made a decision to sublease one of its other leased buildings in South San Francisco. The Company had vacated and ceased occupancy of this building in December 2023 and in January 2025, the Company executed two subleases for the majority of the leased building. During the three and nine months ended September 30, 2024, the Company revised its valuation based on terms with a subtenant for a portion of the building and new market data. The expected sublease rental income based on the revised valuation was $ 4.7 million through March 31, 2032 and the annual discount rate of 9.00 %. The Company concluded the fair value of the right-of-use asset of $ 3.1 million was lower than its book value of $ 12.6 million and recognized a long-lived asset impairment charge of $ 9.5 million on the right-of-use asset for the three and nine months ended September 30, 2024. 10 Table of Contents In addition, during the nine months ended September 30, 2025, the Company recognized a non-cash equipment impairment charge of $ 1.3 million as a result of the Workforce Reduction (refer to the Accrued and Other Current Liabilities section in Footnote 5 for further information). Accrued and Other Current Liabilities On May 12, 2025, the Company’s Board of Directors approved an approximately 28 % reduction in the Company’s employee workforce (Workforce Reduction) in connection with a reduction in manufacturing operations and a reprioritization of resources to focus on the Company’s clinical programs. The Workforce Reduction included one-time severance payments and other employee benefits and impairment of equipment. During the nine months ended September 30, 2025, the Company recorded $ 3.1 million, $ 0.3 million, and $ 1.3 million in research and development expense, general and administrative expense, and equipment impairment, respectively, in the consolidated statement of operations and comprehensive loss. There were no such costs for the three months ended September 30, 2025. As of September 30, 2025, $ 0.1 million of the severance and other employee benefits accrual was included in accrued and other current liabilities on the condensed consolidated balance sheets. Costs associated with the Workforce Reduction consist of the following: Severance and Employee Benefit Costs Impairment Costs Total (In thousands) Balance at December 31, 2024 $ — $ — $ — Charges 3,406 1,340 4,746 Cash payments made ( 3,201 ) — ( 3,201 ) Non-cash adjustments ( 122 ) ( 1,340 ) ( 1,462 ) Balance at September 30, 2025 $ 83 $ — $ 83 California Institute for Regenerative Medicine (CIRM) Award On April 26, 2024, the Company was awarded up to $ 15.0 million from CIRM to support the clinical development of ALLO-316, an AlloCAR T TM investigational product targeting CD70 in development for the treatment of advanced or metastatic renal cell carcinoma (RCC). Upon treatment of 20 patients, the Company met the primary study objectives of the ALLO-316 Phase 1b study plan supported by CIRM and was able to successfully complete the study plan on time and under budget without further enrollment. As a result, the Company updated the study plan and requested a reduction in its co-funding responsibility and adjustments to the remaining milestone payments to align with the updated research plan. On April 28, 2025, the terms of the award were amended and the total award amount was adjusted to up to $ 9.2 million. Pursuant to terms of the award, the disbursements are tied to the achievement of specified operational milestones. In addition, the terms of the award and amended award include a co-funding requirement pursuant to which the Company is required to spend up to approximately $ 15.7 million of its own capital to fund the CIRM funded research project. The award was made in accordance with the CIRM Grants Administration Policy for Clinical Stage Projects which may require the award to be repaid by the Company. Under the terms of the CIRM award, the Company is obligated to pay royalties based on a low single digit royalty percentage on net sales of CIRM-funded product candidate. The maximum royalty that the Company may be required to pay to CIRM is equal to nine times the total amount awarded and paid to the Company. After completing the CIRM funded research project and at any time after the award period end date (but no later than the ten-year anniversary of the date of the award), the Company has the right, upon its election, to convert the award into a loan. The terms of conversion into a loan will be determined based on various factors and could result in 80 % to 100 % plus interest at 10 % per annum plus the Secured Overnight Financing Rate of the total award dependent upon the phase of clinical development of the product candidate at the time of the Company’s election to be repaid to CIRM. No income associated with the CIRM award will be recognized until it is confirmed with CIRM that the award does not require repayment. Upon cash receipt, the CIRM award and accrued interest will be recognized as other long-term liabilities on the condensed consolidated balance sheets. The Company will not recognize a receivable of future awards until it is approved by CIRM. The Company received $ 9.2 million from CIRM through September 30, 2025 and accounted for the proceeds as a liability within other long-term liabilities on the condensed consolidated balance sheets. The Company recorded interest expense of $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2025, respectively, and $ 0.1 11 Table of Contents million for the three and nine months ended September 30, 2024. As of September 30, 2025, $ 0.9 million of accrued interest was included in other long-term liabilities. 6. License and Collaboration Agreements Asset Contribution Agreement with Pfizer In April 2018, the Company entered into an Asset Contribution Agreement (the Pfizer Agreement) with Pfizer pursuant to which the Company acquired certain assets and assumed certain liabilities from Pfizer, including agreements with Cellectis S.A. (Cellectis) and Servier as described below, and other intellectual property for the development and administration of chimeric antigen receptor (CAR) T cells for the treatment of cancer. The Company is required to make payments upon the achievement of certain sales and regulatory milestones and pay royalties on certain net sales pursuant to the Pfizer Agreement as further described in Note 6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 13, 2025 (Annual Report). For the three and nine months ended September 30, 2025 and 2024, no milestones were achieved and no royalty payments were made. Research Collaboration and License Agreement with Cellectis As part of the Pfizer Agreement, Pfizer assigned to the Company a Research Collaboration and License Agreement (the Original Cellectis Agreement) with Cellectis S.A. (Cellectis). On March 8, 2019, the Company entered into a License Agreement (the Cellectis Agreement) with Cellectis and terminated the Original Cellectis Agreement. Pursuant to the Cellectis Agreement, Cellectis granted to the Company an exclusive, worldwide, royalty-bearing license, on a target-by-target basis, with sublicensing rights under certain conditions, under certain of Cellectis’s intellectual property, including its TALEN and electroporation technology, to make, use, sell, import, and otherwise exploit and commercialize CAR T products directed at certain targets, including B-cell maturation antigen (BCMA), CD70, Claudin 18.2, DLL3 and FLT3 (the Allogene Targets), for human oncologic therapeutic, diagnostic, prophylactic and prognostic purposes. The Company is required to make payments upon the achievement of certain development and sales milestones and pay royalties on certain net sales pursuant to the Cellectis Agreement as further described in Note 6 to the Company’s Annual Report. For the three and nine months ended September 30, 2025 and 2024, no milestones were achieved. Exclusive License Agreement with Servier As part of the Pfizer Agreement, Pfizer assigned to the Company an Exclusive License Agreement (the Original Servier Agreement), with Les Laboratoires Servier SAS and Institut de Recherches Internationales Servier SAS (collectively, Servier) to develop, manufacture and commercialize certain allogeneic anti-CD19 CAR T cell product candidates, including UCART19, in the United States with the option to obtain the rights over additional anti-CD19 product candidates and for allogeneic CAR T cell product candidates directed against one additional target. In October 2019, the Company agreed to waive its rights to the one additional target. On May 10, 2024, the Company and Servier entered into an Amendment and Settlement Agreement (the Servier Amendment) which restructured the parties’ relationship under the Original Servier Agreement (as amended, the Servier Agreement). The Company’s licensed territory was expanded to include the European Union and the United Kingdom. The Company was also granted an option to further extend its licensed territory to include China and Japan upon the objective showing of sufficient resources to develop licensed products in those countries, which could be met through the Company entering into a strategic partnership covering those countries. Additionally, the Company agreed to waive certain of its rights under the Original Servier Agreement to elect a conversion of its license to the products directed against CD19, including UCART19, ALLO-501 and cemacabtagene ansegedleucel (cema-cel, previously ALLO-501A) (collectively, CD19 Products) to a worldwide license. Under the Servier Agreement, the Company is required to use commercially reasonable efforts to develop, manufacture and commercialize a CD19 Product. Under the Servier Agreement, Servier sublicenses to the Company certain rights which Servier licenses from Cellectis pursuant to a License, Development and Commercialization Agreement by and between Cellectis and Servier, dated February 7, 2014, as amended by Amendment No. 1 to the License, Development and Commercialization Agreement, dated March 4, 2020 (as amended, the Servier-Cellectis Agreement). As amended by the Servier Amendment, all of the Company’s future milestone payments (regulatory and sales) under the Original Servier Agreement were modified to be the same as, and to coincide with, Servier’s milestone payments to Cellectis that are required under the Servier-Cellectis Agreement. The Servier Agreement 12 Table of Contents provides for aggregate potential milestone payments by the Company to Servier of up to € 75.0 million upon successful completion of various regulatory milestones and first commercial sale milestones in the United States, European Union and the United Kingdom for the initial indication of each licensed product, of which € 60.0 million remains for the initial indication for cema-cel, with additional payments of € 55.0 million, due for each subsequent indication, of which € 50.0 million remains for the first subsequent indication for cema-cel, and aggregate potential payments by the Company to Servier of up to € 80.0 million upon achievement of certain net sales milestones for each licensed product. Should Servier’s rights and obligations under the Servier-Cellectis Agreement be assigned to the Company, these milestone payments would terminate, and the Company would assume Servier’s milestone payment obligations to Cellectis. In the absence of any such assignment, Servier will remain responsible for making milestone payments that may be due to Cellectis under the Servier-Cellectis Agreement. The Company transferred € 20.0 million into an escrow account in connection with a potential future milestone payment, which is included in the remaining € 60.0 million in milestone payments referenced above for the initial indication for cema-cel. Such milestone payment will be triggered, if at all, upon the occurrence of one of these events: (1) the Company doses the first subject in its first phase 3 clinical study for a CD19 CAR T product that is a licensed product under the Servier Agreement, (2) the Company submits a phase 2 clinical study for a licensed product to the U.S. Food and Drug Administration or the European Medicines Agency, and such phase 2 clinical study is accepted for regulatory approval as a pivotal study, or (3) a final and definitive decision of a tribunal or court finding that under the Servier-Cellectis Agreement the milestone has occurred and the € 20.0 million payment is due to Cellectis. As of September 30, 2025, the Company recorded € 20.0 million as deposit placed in escrow in the condensed consolidated balance sheets. The Company is obligated to pay to Servier royalties on annual net sales of any licensed products that are commercialized by the Company that are directed at CD19. Such royalties include tiered royalties on annual net sales in the United States and a flat royalty on annual net sales in territories outside the United States. The United States royalty rates are in a range from the low tens to the mid teen percentages and the ex-U.S. royalty rate is 10 %. Such royalties may be reduced for interchangeable drug entry, expiration of patent rights and amounts paid pursuant to licenses of third-party patents. This royalty obligation begins upon the first commercial sale of such product in a given country and ends after the later of a defined number of years or the expiration of the last to expire licensed patent covering the product in such country. The net effect of the Servier Amendment is that the Company’s royalty rate in the United States for the first half of the first tier of net sales was increased by a low single digit percentage as compared to the Original Servier Agreement. Should Servier’s rights and obligations under the Servier-Cellectis Agreement be assigned to the Company, each tier of royalty rates in the United States to Servier would be reduced by 10 %, the ex-U.S. royalties to Servier would terminate, and the Company would assume Servier’s royalty obligations to Cellectis. In the absence of any such assignment, Servier will remain responsible for making royalty payments that may be due to Cellectis under the Servier-Cellectis Agreement. For the three and nine months ended September 30, 2025, no milestones were achieved. For the three and nine months ended September 30, 2024, the Company recorded zero and $ 5.4 million, respectively, in research and development expenses upon achievement of a regulatory milestone. Research Collaboration and License Agreement with Notch Therapeutics On November 1, 2019, the Company entered into a Collaboration and License Agreement (the Notch Agreement) with Notch Therapeutics Inc. (Notch), pursuant to which Notch granted to Allogene an exclusive, worldwide, royalty-bearing, sublicensable license under certain of Notch’s intellectual property to develop, make, use, sell, import, and otherwise commercialize therapeutic gene-edited T cell and/or natural killer (NK) cell products from induced pluripotent stem cells directed at certain CAR targets for initial application in non-Hodgkin lymphoma, acute lymphoblastic leukemia and multiple myeloma. In addition, Notch has granted Allogene an option to add certain specified targets to its exclusive license in exchange for an agreed per-target option fee. Pursuant to the Notch Agreement, the Company made certain investments in Notch’s capital stock as further described in Note 6 to the Company’s Annual Report. On January 25, 2024, the Company entered into an Amended and Restated Collaboration and License Agreement (the Amended Notch Agreement) with Notch. The Amended Notch Agreement amends and restates the Notch Agreement. Under the Amended Notch Agreement, the Company has relinquished its exclusive rights to all original CAR targets (the Released Targets) except for one CAR target, and has agreed to limit its option right to only one additional CAR target. On May 17, 2024, Notch closed its Series B financing which caused the Company’s share in Notch to decrease to 13.0 % immediately following the transaction. Accordingly, effective May 17, 2024, the Company started to account for its investment in Notch as an equity investment measured at cost less impairment. On March 31, 2025, the Company entered into a Second Amendment to Amended and Restated Collaboration and License Agreement (Second Amended Notch Agreement) with Notch in connection with F. Hoffmann-La Roche AG’s (Roche) acquisition of Notch. Under the Second Amended Notch Agreement, the definitions of certain terms were clarified, certain time periods for completing the transfer of certain technology were extended, and the scope of Allogene’s exclusive rights were 13 Table of Contents clarified. The Company is required to make payments upon the achievement of certain research, development, regulatory and commercial milestones and pay royalties on certain sales pursuant to the Notch Agreement as further described in Note 6 to the Company’s Annual Report. The Company’s total equity investment in Notch as of December 31, 2024 was zero . For the year to date period through May 17, 2024, the Company recognized its share of Notch’s net loss of $ 1.7 million under the other income and expense, net caption within the condensed consolidated statements of operations. For the three and nine months ended September 30, 2025 and 2024, no milestones were achieved. Strategic Alliance with The University of Texas MD Anderson Cancer Center On October 6, 2020, the Company entered into a strategic five-year collaboration agreement with The University of Texas MD Anderson Cancer Center (MD Anderson) for the preclinical and clinical investigation of allogeneic CAR T cell product candidates. In August 2025 the Company extended the term of the agreement for an additional year. The Company and MD Anderson are collaborating on the design and conduct of preclinical and clinical studies with oversight from a joint steering committee. Under the terms of the agreement, the Company has committed up to $ 15.0 million of funding for the duration of the agreement, of which $ 6.0 million remains. Payment of this funding is contingent on mutual agreement to study orders in order for any study to be included under the alliance. The Company is committed to make further payments to MD Anderson each year upon the anniversary of the agreement effective date through the duration of the agreement term, however, if MD Anderson has sufficient funds to continue the agreed-upon research projects, the Company may defer the additional payment to a later date. These costs are expensed to research and development as MD Anderson renders the services under the strategic alliance. Collaboration costs recorded as research and development expenses were less than $ 0.1 million and $ 0.6 million for the three and nine months ended September 30, 2025, respectively, and $ 0.8 million and $ 1.1 million for the three and nine months ended September 30, 2024, respectively. Investment in and License Agreement with Overland Therapeutics, Inc. Allogene Overland Biopharm (CY) Limited (Allogene Overland), later renamed Overland Therapeutics Inc. (Overland Therapeutics), was initially established as a joint venture by the Company and Overland Pharmaceuticals (CY) Inc. (Overland) pursuant to a Share Purchase Agreement (Share Purchase Agreement), dated December 14, 2020. Concurrently, on December 14, 2020, the Company entered into a License Agreement (License Agreement) with Allogene Overland for the purpose of developing, manufacturing and commercializing certain allogeneic CAR T cell therapies for patients in greater China, Taiwan, South Korea and Singapore (the JV Territory). Pursuant to the Share Purchase Agreement, the Company and Overland acquired Seed Preferred Shares of Allogene Overland representing 49 % and 51 %, respectively, of Allogene Overland’s outstanding stock. On May 24, 2024, the Company, Overland, and Allogene Overland entered into a Share Exchange Agreement (Share Exchange Agreement) pursuant to which Overland’s cell therapy business merged into Allogene Overland (the Organizational Restructuring). Under the Share Exchange Agreement, Allogene Overland acquired from Overland a 100 % equity interest in Overland Pharmaceuticals (U.S.) Inc. (Overland U.S.). Overland U.S. includes certain research and development, clinical, and general and administrative staff, as well as select cell therapy assets, including its lead program, OL-101, an autologous GPRC5D-BCMA bispecific dual targeting CAR T for refractory multiple myeloma. Upon completion of the closing of the share exchange, Overland U.S. became a wholly owned subsidiary of Allogene Overland, Overland’s ownership increased to 82 % and the Company’s ownership decreased to 18 %. Under a separate agreement between Overland and HH BioPharma Holdings Ltd. (HBP) executed on May 24, 2024, Overland distributed all Series Seed Preferred Shares of Allogene Overland held by Overland to HBP and HBP has assumed all rights and obligations attached to such shares and all rights and obligations of Overland under the Share Exchange Agreement. In connection with the Organizational Restructuring, on May 24, 2024, the Company and Allogene Overland PRC, entered into a First Amendment to the License Agreement (the License Amendment) to amend and supplement certain provisions of the License Agreement. Under the License Amendment, the Company continues to grant Allogene Overland PRC an exclusive license to develop, manufacture, and commercialize the Licensed Products in the JV Territory, with the Company retaining exclusive rights to the Licensed Products outside the JV Territory, and the royalty obligations to the Company were amended to a flat mid single-digit royalty on net sales in the JV Territory that are no longer subject to reductions. The License Amendment also provides the Company with additional rights to terminate the License Agreement in its entirety or with respect to the relevant Overland Licensed Products if Allogene Overland PRC fails to initiate manufacturing technology transfer with 14 Table of Contents respect to an Overland Licensed Product as agreed in the License Amendment, or if HBP commits a funding default or a material breach of its representations, warranties, or covenants under the Share Exchange Agreement. The License Amendment also provides that the License Agreement will terminate automatically if the Company’s ownership in Allogene Overland falls below 7.5 % (other than due to the Company’s sale of the shares of Allogene Overland), unless at that time Allogene Overland PRC and the Company have mutually agreed on the manufacturing technology transfer plan for the Overland Licensed Products and Allogene Overland PRC elects to continue the license for such Overland Licensed Products with increased milestones and royalties. Under the License Amendment terms such increased milestones and royalties consist of up to $ 115.0 million in milestone payments for each Overland Licensed Product and tiered mid single-digit to low double-digit royalties on net sales in the JV Territory. As part of the Organizational Restructuring, Allogene Overland was renamed Overland Therapeutics Inc. (Overland Therapeutics). The Company determined that Overland Therapeutics is a variable interest entity as of September 30, 2025 and December 31, 2024. The Company does not have the power to direct the activities which most significantly affect Overland Therapeutics’ economic performance. Accordingly, the Company did not consolidate Overland Therapeutics because the Company determined that it was not the primary beneficiary. After the Organizational Restructuring, the Company has 20 % voting rights of Overland Therapeutics’ board of directors. The Company concluded that it has significant influence over Overland Therapeutics and continued to account for its investment in Overland Therapeutics as an equity method investment. For the three months ended September 30, 2024, the Company recognized its share of Overland Therapeutics' net loss of $ 1.1 million under the other income and expense, net caption within the condensed consolidated statements of operations. For the nine months ended September 30, 2024, in connection with the Organizational Restructuring, the Company recorded an increase in its equity method investment in Overland Therapeutics and corresponding gain of $ 1.1 million which was offset by its share of Overland Therapeutics' net loss of $ 1.1 million under the other income and expense, net caption within the condensed consolidated statement of operations. The Company’s total equity investment in Overland Therapeutics as of September 30, 2025 and December 31, 2024 was zero . Collaboration revenue was zero for the three and nine months ended September 30, 2025 and less than $ 0.1 million for the three and nine months ended September 30, 2024. As of September 30, 2025 and December 31, 2024, $ 4.6 million of deferred revenue was recorded in other long-term liabilities. Collaboration and License Agreement with Antion On January 5, 2022, the Company entered into an exclusive collaboration and global license agreement (Antion Collaboration and License Agreement) with Antion Biosciences SA (Antion) for Antion’s miRNA technology (miCAR), to advance multiplex gene silencing as an additional tool to develop next generation allogeneic CAR T products. In July 2023, the Company and Antion entered into an amendment to the Antion Collaboration and License Agreement. Under the terms of this amendment, Antion’s exclusivity obligation relating to the collaboration was terminated; however, Antion agreed to certain restrictions on its ability to pursue products directed against specific targets. Also, in lieu of the Company’s prior obligation to make a $ 3.0 million investment in Antion following the completion of certain milestones, the Company agreed to make a $ 2.0 million investment in Antion’s preferred stock and acquired warrants to purchase an additional $ 3.0 million of Antion’s preferred stock. The Company is required to make payments upon the achievement of certain development and regulatory milestones and pay royalties on certain sales pursuant to the Antion Collaboration and License Agreement as further described in Note 6 to the Company’s Annual Report. As of September 30, 2025 and December 31, 2024, the Company’s total equity investment in Antion was zero . Strategic Collaboration Agreement with Foresight Diagnostics On January 3, 2024, the Company entered into a Strategic Collaboration Agreement with Foresight Diagnostics, Inc. (Foresight Diagnostics) (the Foresight Agreement). Pursuant to the Foresight Agreement, the parties have agreed to collaborate on a non-exclusive basis in the development of Foresight Diagnostics’ minimal residual disease (MRD) assay based on their PhasED-Seq Circulating Tumor DNA Platform as an in vitro diagnostic to identify the MRD+ patient population to be enrolled in the Company’s planned ALPHA3 trial of cema-cel, for treatment of large B-cell lymphoma (LBCL). Under the Foresight Agreement, the Company has agreed to use its commercially reasonable efforts to obtain regulatory approval of cema-cel, and Foresight Diagnostics has agreed to use its commercially reasonable efforts to obtain regulatory approval of its MRD assay for use as an in vitro diagnostic with cema-cel. Under the Foresight Agreement, the Company has agreed to fund approximately $ 26.2 million in MRD assay development costs, milestone payments for regulatory submissions and assay utilization to process clinical samples. On February 19, 2025, the Company entered into an Amended and Restated Strategic Collaboration Agreement with Foresight Diagnostics which expands its collaboration to include the development of Foresight Diagnostics’ MRD assay for use 15 Table of Contents with cema-cel as part of a possible EU and/or UK clinical development program, and as part of an expansion of ALPHA3 to Canadian and Australian clinical trial sites in support of the U.S. clinical development program. In total, the Company agreed to fund approximately $ 37.3 million in MRD assay development costs, milestone payments for U.S., and certain international regulatory submissions and assay utilization costs to process clinical samples, all in addition to the financial commitments under the Foresight Agreement. Clinical trial milestones recorded as research and development expenses were $ 1.2 million and $ 4.3 million for the three and nine months ended September 30, 2025, respectively, and $ 0.5 million and $ 2.7 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025 and December 31, 2024, $ 1.2 million and zero in research and development expenses, respectively, were recorded in accrued and other liabilities. 7. Commitments and Contingencies Leases In August 2018, the Company entered into an operating lease agreement (HQ Lease) for office and laboratory space which consists of approximately 68,000 square feet located in South San Francisco, California. In December 2021, the Company amended its lease agreement to lease an additional 47,566 square feet of office and laboratory space in South San Francisco, California, as part of the same building as the Company’s current headquarters. The lease term commenced in April 2022. The rent payments for the expansion premises began in August 2022. The lease term for both the existing and expansion premises will expire on March 31, 2032 with an option to extend the term for eight years which is not reasonably assured of exercise. In October 2018, the Company entered into an operating lease agreement for office and laboratory space which consists of 14,943 square feet located in South San Francisco, California. The lease term will expire March 31, 2032 with an option to extend the term for eight years which is not reasonably assured of exercise. In February 2019, the Company entered into a lease agreement for approximately 118,000 square feet of space to develop a cell therapy manufacturing facility in Newark, California. The lease term will expire on July 31, 2036 with two ten-year options to extend the lease, both of which are not reasonably assured of exercise. In February 2023, the Company entered into a sublease with Bellco Capital Advisors Inc. (Bellco) for 2,218 square feet of office space in Los Angeles, California. The sublease term is 115 months, subject to certain early termination rights. The sublease commenced on January 1, 2024. The Company maintains letters of credit for the benefit of landlords which is disclosed as restricted cash in the condensed consolidated balance sheets. Restricted cash related to letters of credit due to landlords was $ 6.0 million as of September 30, 2025 and December 31, 2024. The balance sheet classification of the Company’s lease liabilities were as follows (in thousands): September 30, 2025 December 31, 2024 Operating lease liabilities Current portion included in accrued and other current liabilities $ 8,008 $ 7,509 Long-term portion of lease liabilities 77,134 83,247 Total operating lease liabilities $ 85,142 $ 90,756 The components of lease costs for operating leases, which were recognized in operating expenses, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Operating lease cost $ 2,370 $ 2,900 $ 7,407 $ 8,931 Variable lease cost 703 834 1,737 2,209 Total lease costs $ 3,073 $ 3,734 $ 9,144 $ 11,140 16 Table of Contents The undiscounted future non-cancellable lease payments under the Company’s operating leases as of September 30, 2025 were as follows: Year ending December 31: (In thousands) 2025 (remaining 3 months) $ 3,208 2026 13,164 2027 13,613 2028 14,078 2029 15,480 2030 and thereafter 49,910 Total undiscounted lease payments 109,453 Less: Present value adjustment ( 24,311 ) Total $ 85,142 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company uses its estimated incremental borrowing rate. The weighted average discount rate used to determine the operating lease liability was 6.28 %. As of September 30, 2025, the weighted average remaining lease term for the Company’s operating leases is 7.41 years. In December 2024 and January 2025, the Company entered into non-cancelable agreements under which it subleased approximately 46,011 square feet of its HQ Lease to two unaffiliated companies. In July 2025, the Company entered into a non-cancelable agreement under which it subleased one of its leased buildings in South San Francisco to one unaffiliated company. This agreement’s expected sublease rental income triggered an additional indicator of impairment of the Company’s leased property and leasehold improvements, as described further in Note 5, which resulted in the recognition of a long-lived asset impairment charge of $ 1.0 million for the nine months ended September 30, 2025. During the three and nine months ended September 30, 2025, the Company recognized $ 0.7 million and $ 1.9 million, respectively, in sublease income under the interest and other income, net caption within the condensed consolidated statements of operations. Other Commitments In July 2020, the Company entered into a Solar Power Purchase and Energy Services Agreement for the installation and operation of a solar photovoltaic generating system and battery energy storage system at the Company’s cell therapy manufacturing facility in Newark, California. The agreement has a term of 20 years and commenced in September 2022. The Company is obligated to pay for electricity generated from the system at an agreed rate for the duration of the agreement term. Termination of the agreement by the Company will result in a termination payment due of approximately $ 4.3 million. In connection with the agreement, the Company maintains a letter of credit for the benefit of the service provider in the amount of $ 4.3 million which is recorded as restricted cash in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. The Company has entered into certain license agreements for intellectual property which is used as part of its development and manufacturing processes. Each of these respective agreements are generally cancellable by the Company. These agreements require payment of annual license fees and may include conditional milestone payments for achievement of specific research, clinical and commercial events, and royalty payments. The timing and likelihood of any significant conditional milestone payments or royalty payments becoming due was not probable as of September 30, 2025. Legal Proceedings In the ordinary course of business, the Company or its business partners may be subject to legal claims and regulatory actions that could have a material adverse effect on its business or financial position. The Company assesses its potential liability in such situations by analyzing the possible outcomes of various litigation, regulatory, and settlement strategies. If the Company determines that a material loss is probable and its amount can be reasonably estimated, it will accrue an amount equal to the estimated loss. As of September 30, 2025, the Company did not accrue any estimated losses related to its ongoing legal proceedings. 17 Table of Contents 8. Stock-Based Compensation As of September 30, 2025, there were 6,828,227 shares reserved by the Company under the 2018 Equity Incentive Plan (the 2018 Plan) for the future issuance of equity awards. Stock Option Activity The following summarizes option activity under the 2018 Plan: Outstanding Options Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contract Term Aggregate Intrinsic Value (in years) (in thousands) Balance as of December 31, 2024 24,184,884 $ 8.14 7.53 $ 1 Options granted 8,994,777 1.87 Options forfeited ( 2,492,581 ) 6.50 Balance as of September 30, 2025 30,687,080 6.43 7.36 $ 43 Exercisable as of September 30, 2025 19,977,733 8.67 6.44 $ — Vested and expected to vest as of September 30, 2025 30,687,080 $ 6.43 7.36 $ 43 Restricted Stock Unit Activity The following summarizes restricted stock unit activity under the 2018 Plan: Outstanding Restricted Stock Units Restricted Stock Units Weighted- Average Grant Date Fair Value per Share Weighted Average Remaining Vesting Life Aggregate Intrinsic Value (in years) (in thousands) Unvested balance as of December 31, 2024 13,343,793 $ 4.87 1.58 $ 28,422 Granted 9,536,308 1.81 Vested ( 2,829,905 ) 6.18 Forfeited ( 3,417,526 ) 3.83 Unvested balance as of September 30, 2025 16,632,670 3.11 2.54 $ 20,625 Expected to vest, September 30, 2025 16,632,670 $ 3.11 2.54 $ 20,625 As of September 30, 2025, the Company had 4,672,566 outstanding performance-based restricted stock units, including 2,301,528 performance-based restricted stock units granted during the nine months ended September 30, 2025. These awards are subject to the holders’ continuous service to the Company through each applicable vesting event. Through September 30, 2025, the Company believes that the achievement of the requisite performance conditions for these awards are not probable. As a result, no compensation expense has been recognized related to the performance-based restricted stock units in the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025, the Company had 1,795,464 outstanding restricted stock units with a market condition to certain executive officers and other employees pursuant to the 2018 Plan. Stock-based compensation expense recognized related to the restricted stock units with a market condition was zero and less than $ 0.1 million for the three and nine months ended September 30, 2025, respectively, and $ 0.7 million and $ 2.2 million for the three and nine months ended September 30, 2024, respectively. 18 Table of Contents Stock-based compensation expense For the three and nine months ended September 30, 2025 and 2024, the following table presents stock-based compensation expense related to stock options, restricted stock units and employee stock purchase plans that was recorded as research and development and general and administrative expense in its condensed consolidated statements of operations and comprehensive loss: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Research and development $ 2,788 $ 5,630 $ 10,385 $ 14,812 General and administrative 5,864 7,757 19,127 24,058 Total stock-based compensation $ 8,652 $ 13,387 $ 29,512 $ 38,870 9. Related Party Transactions Collaboration Revenue and Equity Method Investment In December 2020, the Company entered into the License Agreement with Overland Therapeutics, a corporate joint venture entity and related party (see Note 6). The License Agreement was subsequently assigned to a wholly-owned subsidiary of Allogene Overland, Allogene Overland HK. On April 1, 2022, Allogene Overland HK assigned the License Agreement to Allogene Overland Biopharm (PRC) Co., Limited. On May 24, 2024, the License Agreement was amended. Sublease Agreement In December 2018, the Company entered into a sublease with Bellco Capital LLC (Bellco) for 1,293 square feet of office space in Los Angeles, California for a three year term. On April 1, 2020, Bellco assumed all rights, title, interests and obligations under the sublease from Bellco. In November 2021, the sublease was extended to June 30, 2025. The sublease was amended, effective in July 2022, to move to a nearby location, with office space of 737 square feet. In 2023, the Company exercised its early termination right under the sublease agreement and the sublease was terminated effective December 31, 2023. In February 2023, the Company entered into a new sublease agreement with Bellco for 2,218 square feet of office space in Los Angeles, California. The Company’s executive chairman, Arie Belldegrun, M.D., is a trustee of the Belldegrun Family Trust, which controls Bellco. The sublease term is 115 months, subject to certain early termination rights. The sublease commenced on January 1, 2024. The total right of use asset and associated lease liability recorded related to this related party lease were $ 2.1 million and $ 2.3 million, respectively, as of September 30, 2025. The Company paid approximately $ 0.2 million towards its share of the security deposit. Rent expense related to this sublease were $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2025, respectively, and $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2024, respectively. Consulting Agreements In August 2018, the Company entered into a consulting agreement with Bellco. Pursuant to the consulting agreement, Bellco provides certain services for the Company, which are performed by Dr. Belldegrun, the Company’s executive chair, and inc lude without limitation, providing advice and analysis with respect to the Company’s business, business strategy and potential opportunities in the field of allogeneic CAR T cell therapy and any other aspect of the CAR T cell therapy business as the Company may agree. In consideration for these services, the Company paid Bellco $ 40,217 per month in arrears commencing January 2022. The Company may also, at its discretion, pay Bellco an annual performance award in an amount up to 60 % of the aggregate compensation payable to Bellco in a calendar year. The Company also reimburses Bellco for out of pocket expenses incurred in performing the services. The costs incurred for services provided, bonus, and out-of-pocket expenses incurred under this consulting agreement were $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2025, respectively, and $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2024, respectively. 19 Table of Contents 10. Income Taxes The Company has a history of losses and expects to record a loss in 2025. The Company continues to maintain a full valuation allowance against its net deferred tax assets. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act. Included in the legislation are provisions that allow for the immediate expensing of domestic research and development expenses and certain capital expenditures. The Company will continue to evaluate the impact of the new legislation, however it is not expected to have a material impact on the Company’s financial statements. 11. Net Loss Per Share The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the period presented due to their anti-dilutive effect: September 30, 2025 2024 Stock options to purchase common stock 30,687,080 23,955,369 Restricted stock units subject to vesting 16,632,670 13,275,517 Expected shares to be purchased under Employee Stock Purchase Plan 1,573,210 1,140,573 Total 48,892,960 38,371,459 12. Segment Reporting The Company has one reportable segment related to developing and commercializing genetically engineered allogeneic T cell product candidates for the treatment of cancer and autoimmune diseases. The segment derives its current revenues from research and development collaborations. The CEO, as the chief operating decision maker, manages and allocates resources for the Company’s operations at a consolidated company basis by assessing how to best deploy available resources across functions and research and development projects. The CEO uses consolidated, single-segment financial information for purposes of evaluating performance, planning and forecasting future period financial results, and allocating resources. The table below is the summary of the segment profit or loss information, including the significant segment expenses (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Collaboration revenue - related party $ — $ — $ — $ 22 Significant operating expenses: Cema-cel 6,093 5,291 19,180 29,583 All other development costs 3,045 6,486 18,331 16,775 Payroll 12,744 17,029 49,973 55,830 Facilities & IT-related spend 6,771 8,207 21,474 24,107 Supporting external spend 4,327 6,859 15,563 19,986 Other operating expenses 11,921 27,902 42,390 66,450 Total operating expenses 44,901 71,774 166,911 212,731 Other income (expense), net 3,501 5,481 14,835 15,058 Net loss ( 41,400 ) ( 66,293 ) ( 152,076 ) ( 197,651 ) 20 Table of Contents Cema-cel includes external development and clinical trial costs related to ALPHA3, ALPHA2, CLL, and ALLO-501 programs. All other development costs include external development and clinical trial costs related to ALLO-329, ALLO-316, ALLO-647, BCMA, and other programs. Supporting external spend includes professional services, research and development lab supplies and other supporting activities related to the research and development and other business operations. Other operating expenses is primarily related to non-cash expenses such as stock-based compensation, impairment, and depreciation and amortization. The measure of segment assets is reported on the consolidated balance sheets as total assets. Primarily, all revenue generated and all long-lived assets are maintained in the United States. 21 Table of Contents